GMS Insider Sale: 16,756 Shares and 1,141 RSUs Settled for $110 Each

Rhea-AI Filing Summary

GMS Inc. director Mitchell B. Lewis reported the disposition of his GMS common stock and restricted stock units in connection with a merger. On 09/04/2025 Merger Sub, a subsidiary of The Home Depot, completed a cash tender offer and merged with GMS Inc. Mr. Lewis tendered 16,756 shares of common stock for $110.00 per share, resulting in 0 shares of common stock beneficially owned after the transaction. Additionally, 1,141 restricted stock units were cancelled and converted into the right to receive $110.00 per unit in cash less tax withholding. The Form 4 was signed by an attorney-in-fact on 09/08/2025.

Positive

• Merger completed and disclosed: The filing states Merger Sub completed a cash tender offer and merged with GMS Inc. on 09/04/2025.
• Cash consideration specified: Common shares and RSUs were settled at $110.00 per share/unit, with amounts disclosed (16,756 shares; 1,141 RSUs).
• Insider ownership after transaction: Reporting person shows 0 shares beneficially owned following the transactions, providing clear post‑transaction status.

Negative

• No remaining insider equity: The director reports 0 shares beneficially owned after the cash-out, eliminating that insider's direct equity stake.
• RSUs fully converted to cash: 1,141 restricted stock units were cancelled and converted into cash, removing future equity vesting exposure for the reporting person.

Insights

Corporate Governance Expert

TL;DR: Insider reported full cash-out of equity and RSUs due to a completed merger, removing beneficial ownership.

The filing documents a routine Section 16 disclosure tied to a completed Merger Agreement where Merger Sub completed a cash tender offer and merged into GMS Inc. The reporting person, a director, tendered common shares and had RSUs converted to cash at $110.00 per share/unit. From a governance perspective, the disclosure is complete and timely: it identifies the reporting person, transaction dates, amounts, and the contract basis for the cash payments. The report confirms no remaining direct beneficial ownership following the transactions, which is relevant to post‑transaction oversight and independence assessments.

M&A Specialist

TL;DR: The merger closed on 09/04/2025, with insider equity cashed out at $110.00 per share/unit.

The Explanation clarifies that the transactions were effected under an Agreement and Plan of Merger dated 06/29/2025 and that Merger Sub completed a cash tender offer and subsequent merger. The filing quantifies the securities tendered (16,756 common shares) and the RSUs converted (1,141), both settled for $110.00 in cash per share/unit. This Form 4 provides direct evidence of deal execution and equity settlement mechanics for reported insiders, useful for confirming closing mechanics and cash consideration flows disclosed elsewhere.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lewis Mitchell B

(Last) (First) (Middle)

GMS INC.

115 PERIMETER CENTER PLACE, SUITE 600

(Street)

ATLANTA GA 30346

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GMS Inc. [ GMS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/04/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/04/2025		U(1)(2)		16,756	D	$110	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(3)	09/04/2025		D			1,141	(4)	(4)	Common Stock	1,141	$0	0	D

Explanation of Responses:

1. Pursuant to the terms of the Agreement and Plan of Merger dated June 29, 2025 (the "Merger Agreement"), among The Home Depot, Inc. ("Parent"), Gold Acquisition Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub") and GMS Inc. (the "Issuer"), on September 4, 2025, Merger Sub completed a cash tender offer for shares of common stock of the Issuer and thereafter merged with and into the Issuer (the "Merger").

2. Represents shares of Issuer common stock that were tendered in the tender offer at a price of $110.00 per share in cash.

3. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.

4. Immediately prior to the effective time of the Merger, each outstanding Issuer restricted stock unit, other than a Rollover RSU (as defined in the Merger Agreement), whether vested or unvested, was cancelled and converted into the right to receive $110.00 in cash less applicable tax withholding.

Remarks:

	/s/ Craig D. Apolinsky, Attorney-in-Fact for Mitchell B. Lewis	09/08/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did GMS director Mitchell B. Lewis report on Form 4 (GMS)?

He reported tendering 16,756 common shares for cash and the cancellation/conversion of 1,141 restricted stock units, resulting in 0 shares owned after the transaction.

At what price were GMS shares and RSUs settled in the merger?

Both the tendered common shares and the converted RSUs were settled at $110.00 per share/unit in cash, less applicable tax withholding for RSUs.

When was the merger and the reported transaction completed?

The Form 4 states the cash tender offer and merger were completed on 09/04/2025, and the Form 4 was signed on 09/08/2025.

Does the Form 4 indicate any remaining beneficial ownership by the reporting person?

No. The filing shows 0 shares of common stock and 0 derivative securities beneficially owned following the reported transactions.

What agreement governed these transactions?

The transactions were executed pursuant to an Agreement and Plan of Merger dated 06/29/2025 among The Home Depot, Merger Sub and GMS Inc., as stated in the filing.